Comedy Factory Improvisation: The Second City troupe has been making up humor and churning out stars for decades.

A SUN STAFF WRITERTHE BALTIMORE SUN

WASHINGTON -- The note says "Pantyhose" and not another word. Steve Carell lifts it off the stage floor, reads it aloud and in a moment knows what to do: Sing operatically about pantyhose.

He steps downstage left and opens his mouth wide enough for root canal work: "PANTYHOOOSE."

His colleagues in The Second City comedy troupe quickly fall in line as a chorus behind him as the pianist bangs out muscular chords. The pantyhose aria goes several measures before Carell's big closing line: "They fit me very well, and if you don't like the way I look in pantyhose then you can go to hell."

The bit is quick, effective. The crowd at the Kennedy Center's Eisenhower Theater goes nuts. People are applauding and shouting. They are amused, perhaps astonished. Pantyhose opera -- go figure.

Steve Carell hadn't, at least not until it happened. Neither had any other member of the troupe, which is performing a show of rehearsed routines and improvisation through June 23 in a theater turned into a cabaret.

Once the improvisation starts, nobody quite knows where they'll wind up. Perhaps in a game show in which contestants vie to be Dennis Rodman, maybe in a Chicago cab with Lady Di, or in a world on Prozac. Perhaps in an opera about hosiery.

"I really didn't know where I was going to go with that," Carell says later. "Then I heard [musical director/pianist] Mark Levenson doing this piano thing. He was doing something very dramatic on the piano. I struck a pose, and he went with it."

It comes to that. Toss something into play and play it out. Sometimes it's funny, sometimes just dumb.

Such alternating currents of brilliance and idiocy have been emanating from The Second City since it opened in 1959 in a converted Chinese laundry in Chicago.

You know the group, the people who brought you much of "Saturday Night Live" and much of American comedy for 37 years. A few Second City alumni: John Belushi, John Candy, Gilda Radner, Dan Aykroyd, Bill Murray, Mike Nichols and Elaine May, Shelley Berman, Alan Arkin, Joan Rivers, Jerry Stiller and Anne Meara.

Among the seven-member troupe at the Eisenhower Theater are Nancy Walls, Tim Meadows, Adam McKay and David Koechner, all performers and/or writers for "Saturday Night Live." Carell and Jon Glaser used to be with the "Dana Carvey Show" as performer and writer, respectively.

PD The current show is called "Truth, Justice or the American Way,"

but titles in Second City tradition seldom have much to do with anything. This two-hour collection of bits is virtually the same as a show which ran last year elsewhere: "Pinata Full of Bees."

Glaser plays a guy who makes unconventional pinatas for kids' birthday parties. Not much repeat business, he says. And why not? In this case, the details are left to the imagination. In several other routines in the rehearsed show, they're not:

A football fan bemoans a blown play, hollers from the stands that her dead grandmother could have caught that pass. Not so -- watch and see.

God appears on Earth as the lowliest of all creatures, a temporary office clerk. Her stapler, quite miraculously, never runs out of staples. Quick, cut to a peek inside God's stapler.

A hulking fellow with a voice like a sluggish inboard engine has earned, for his acts of bravery on some nuns' behalf, the privilege of singing "Ave Maria" in church every Sunday. Heavens, what would that sound like? Wait a minute and find out.

Putting it all together

The audience is seeing a comedic bouillabaisse cooked up from scripted scenes, bits of backstage kidding around, and improvisation in rehearsal and prompted by audience suggestions. The Second City's success with improvisation and its emphasis on it has distinguished the company from many other comedy groups.

In this show, the improvisation session is particularly impressive when you consider that these seven actors had never performed together as a group before they rehearsed this show for about a week this spring.

In the improvisation session -- performed after the rehearsed show Tuesday through Friday -- audience members are asked to write suggestions on sticky notes and put them on the stage. No matter how tasteless or idiotic, the suggestion must be used once an actor picks it up.

In a show years ago, says Carell, they got "Kennedy assassination." Ugh. They had to work with it. He says he cannot remember the result. Once they got "Magic Johnson and AIDS." Lovely. He cannot remember that one, either.

When The Second City does its audience-prompted improvisation sessions in Chicago, the routines are videotaped. Actors and directors look at the tapes to see if any nuggets from the improvisation can be developed through rehearsals into full routines. A routine might take weeks or months to prepare or it might hatch in hours, ready to go onstage.

"When we feel it has enough jokes in it, enough something in it, it goes in," says McKay, a performer and writer in the show. "When we feel it won't harm the show."

The scene known as "Maya," about a young guy who is transformed into a distinctly different identity whenever he returns to his hometown, developed from one troupe member's interest in the poetry of Maya Angelou. The bit required a black woman actor, but they didn't have one at the time. So they put in a white guy. And went with it. A schtick was born.

"You just play with it," says McKay.

A storefront founding

This seat-of-the-pants approach to comic theater was created by a group of young Chicagoans who called themselves The Compass on a storefront stage in 1955. They used acting exercises to develop improvised scenes about local and national politics, social comment, human relationships.

Aside from sporadic revivals, The Compass folded in 1957. Two years later, a few of its former members created The Second City.

Among the members of The Compass who worked with The Second City in the early years was Del Close, whose influence on the current show at the Kennedy Center is mentioned on the program's title page. Several of the cast members studied with Close at the Improv Olympic, a theater complex and school in Chicago.

Close is credited with creating the long form of improvisation used in "Truth, Justice or the American Way." Several extended routines are cut into short segments and interspersed through the show. Improvisation is not like doing stand-up comedy, says Close, who has done both. For one thing, you don't necessarily have to be hilariously funny to succeed.

"Funny is not as important as intelligent and sane and generous," says Close, who is 62. "You have to open your mind sideways, sense the momentum and potential of what this idea might be."

Carell likens it to "kids in a sandbox. You're given free rein to have fun in the sandbox. The sandbox just happens to be in front of a bunch of people."

Playing basketball, says McKay, "is the perfect analogy. You don't just get on a court and start screwing around."

Sometimes, though, it just looks that way.

The Second City

Where: The Kennedy Center, Eisenhower Theater, Washington

When: Tues. through Fri. 7: 30 p.m., followed by improvisation set. Sat. 6 p.m. and 9 p.m.; Sun. 3 p.m. and 6 p.m. (No improvisation set on Sat. and Sun.) Through June 23.